EX-4.14 FORM OF INDENTURE FOR SENIOR INDEBTEDNESS



 





EXHIBIT 4.14




UNITED COMMUNITY BANKS, INC.




INDENTURE




DATED AS OF __________ __, 200_




_________________________, TRUSTEE




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I
	 	 	1	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	SECTION 1.1 Definitions.
	 	 	1	 
	SECTION 1.2 Other Definitions.
	 	 	4	 
	SECTION 1.3 Incorporation by Reference of Trust Indenture Act.
	 	 	4	 
	SECTION 1.4 Rules Of Construction.
	 	 	4	 
	ARTICLE II
	 	 	5	 
	THE SECURITIES
	 	 	5	 
	SECTION 2.1 Issuable In Series.
	 	 	5	 
	SECTION 2.2 Establishment Of Terms Of Series Of Securities.
	 	 	5	 
	SECTION 2.3 Execution and Authentication.
	 	 	6	 
	SECTION 2.4 Registrar and Paying Agent.
	 	 	7	 
	SECTION 2.5 Paying Agent to Hold Money in Trust.
	 	 	8	 
	SECTION 2.6 Securityholder Lists.
	 	 	8	 
	SECTION 2.7 Transfer and Exchange.
	 	 	8	 
	SECTION 2.8 Mutilated, Destroyed, Lost and Stolen Securities.
	 	 	8	 
	SECTION 2.9 Outstanding Securities.
	 	 	9	 
	SECTION 2.10 Treasury Securities.
	 	 	9	 
	SECTION 2.11 Temporary Securities.
	 	 	10	 
	SECTION 2.12 Cancellation.
	 	 	10	 
	SECTION 2.13 Defaulted Interest.
	 	 	10	 
	SECTION 2.14 Global Securities.
	 	 	10	 
	SECTION 2.15 CUSIP Numbers.
	 	 	11	 
	ARTICLE III
	 	 	11	 
	REDEMPTION
	 	 	11	 
	SECTION 3.1 Notice To Trustee.
	 	 	11	 
	SECTION 3.2 Selection of Securities to be Redeemed.
	 	 	12	 
	SECTION 3.3 Notice of Redemption.
	 	 	12	 
	SECTION 3.4 Effect of Notice of Redemption.
	 	 	12	 
	SECTION 3.5 Deposit of Redemption Price.
	 	 	13	 
	SECTION 3.6 Securities Redeemed in Part.
	 	 	13	 
	ARTICLE IV.
	 	 	13	 
	COVENANTS
	 	 	13	 
	SECTION 4.1 Payment of Principal and Interest.
	 	 	13	 
	SECTION 4.2 SEC Reports.
	 	 	13	 
	SECTION 4.3 Compliance Certificate.
	 	 	13	 
	SECTION 4.4 Stay, Extension and Usury Laws.
	 	 	13	 
	SECTION 4.5 Corporate Existence.
	 	 	14	 
	SECTION 4.6 Taxes.
	 	 	14	 
	ARTICLE V.
	 	 	14	 
	SUCCESSORS
	 	 	14	 
	SECTION 5.1 When Company May Merge, Etc.
	 	 	14	 
	SECTION 5.2 Successor Corporation Substituted.
	 	 	14	 
	ARTICLE VI
	 	 	15	 







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	DEFAULTS AND REMEDIES
	 	 	15	 
	SECTION 6.1 Events of Default.
	 	 	15	 
	SECTION 6.2 Acceleration of Maturity; Rescission and Annulment.
	 	 	16	 
	SECTION 6.3 Collection Of Indebtedness And Suits For Enforcement By Trustee.
	 	 	16	 
	SECTION 6.4 Trustee May File Proofs Of Claim.
	 	 	17	 
	SECTION 6.5 Trustee May Enforce Claims Without Possession Of Securities.
	 	 	17	 
	SECTION 6.6 Application of Money Collected.
	 	 	17	 
	SECTION 6.7 Limitation On Suits.
	 	 	18	 
	SECTION 6.8 Unconditional Right of Holders to Receive Principal and Interest.
	 	 	18	 
	SECTION 6.9 Restoration of Rights and Remedies.
	 	 	18	 
	SECTION 6.10 Rights and Remedies Cumulative.
	 	 	19	 
	SECTION 6.11 Delay or Omission Not Waiver.
	 	 	19	 
	SECTION 6.12 Control by Holders.
	 	 	19	 
	SECTION 6.13 Waiver Of Past Defaults.
	 	 	19	 
	SECTION 6.14 Undertaking For Costs.
	 	 	19	 
	ARTICLE VII.
	 	 	20	 
	TRUSTEE
	 	 	20	 
	SECTION 7.1 Duties of Trustee.
	 	 	20	 
	SECTION 7.2 Rights of Trustee.
	 	 	21	 
	SECTION 7.3 Individual Rights of Trustee.
	 	 	22	 
	SECTION 7.4 Trustee’s Disclaimer.
	 	 	22	 
	SECTION 7.5 Notice Of Defaults.
	 	 	22	 
	SECTION 7.6 Reports by Trustee to Holders.
	 	 	22	 
	SECTION 7.7 Compensation and Indemnity.
	 	 	22	 
	SECTION 7.8 Replacement of Trustee.
	 	 	23	 
	SECTION 7.9 Successor Trustee by Merger, Etc.
	 	 	24	 
	SECTION 7.10 Eligibility; Disqualification.
	 	 	24	 
	SECTION 7.11 Referential Collection of Claims Against Company.
	 	 	24	 
	ARTICLE VIII.
	 	 	24	 
	SATISFACTION AND DISCHARGE; DEFEASANCE
	 	 	24	 
	SECTION 8.1 Satisfaction and Discharge of Indenture.
	 	 	24	 
	SECTION 8.2 Application of Trust Funds; Indemnification.
	 	 	25	 
	SECTION 8.3 Legal Defeasance of Securities of any Series.
	 	 	25	 
	SECTION 8.4 Covenant Defeasance.
	 	 	27	 
	SECTION 8.5 Repayment to Company.
	 	 	27	 
	ARTICLE IX.
	 	 	28	 
	AMENDMENTS AND WAIVERS
	 	 	28	 
	SECTION 9.1 Without Consent of Holders.
	 	 	28	 
	SECTION 9.2 With Consent of Holders.
	 	 	28	 
	SECTION 9.3 Limitations.
	 	 	28	 
	SECTION 9.4 Compliance With Trust Indenture Act.
	 	 	29	 
	SECTION 9.5 Revocation and Effect of Consents.
	 	 	29	 
	SECTION 9.6 Notation on or Exchange of Securities.
	 	 	29	 
	SECTION 9.7 Trustee Protected.
	 	 	30	 
	ARTICLE X.
	 	 	30	 







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	MISCELLANEOUS
	 	 	30	 
	SECTION 10.1 Trust Indenture Act Controls.
	 	 	30	 
	SECTION 10.2 Notices.
	 	 	30	 
	SECTION 10.3 Communication by Holders with Other Holders.
	 	 	31	 
	SECTION 10.4 Certificate and Opinion as to Conditions Precedent.
	 	 	31	 
	SECTION 10.5 Statements Required in Certificate or Opinion.
	 	 	31	 
	SECTION 10.6 Rules by Trustee and Agents.
	 	 	31	 
	SECTION 10.7 Legal Holidays.
	 	 	31	 
	SECTION 10.8 No Recourse Against Others.
	 	 	31	 
	SECTION 10.9 Counterparts.
	 	 	32	 
	SECTION 10.10 Governing Laws.
	 	 	32	 
	SECTION 10.11 No Adverse Interpretation of Other Agreements.
	 	 	32	 
	SECTION 10.12 Successors.
	 	 	32	 
	SECTION 10.13 Severability.
	 	 	32	 
	SECTION 10.14 Table of Contents, Headings, Etc.
	 	 	32	 
	ARTICLE XI
	 	 	32	 
	SINKING FUNDS
	 	 	32	 
	SECTION 11.1 Applicability of Article.
	 	 	32	 
	SECTION 11.2 Satisfaction Of Sinking Fund Payments With Securities.
	 	 	33	 
	SECTION 11.3 Redemption Of Securities For Sinking Fund.
	 	 	33	 







iii









 






CROSS REFERENCE TABLE




	 	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 	Indenture
	Act Section
	 	 	 	 	Section

	Section 310
	 	(a	)(1)	 	 	7.10	 
	 
	 	(a	)(2)	 	 	7.10	 
	 
	 	(a	)(3)	 	 	N/A	 
	 
	 	(a	)(4)	 	 	N/A	 
	 
	 	(a	)(5)	 	 	7.10	 
	 
	 	(b	)	 	 	7.10	 
	Section 311
	 	(a	)	 	 	7.11	 
	 
	 	(b	)	 	 	7.11	 
	 
	 	(c	)	 	 	N/A	 
	Section 312
	 	(a	)	 	 	2.6	 
	 
	 	(b	)	 	 	10.3	 
	 
	 	(c	)	 	 	10.3	 
	Section 313
	 	(a	)	 	 	7.6	 
	 
	 	(b	)(1)	 	 	7.6	 
	 
	 	(b	)(2)	 	 	7.6	 
	 
	 	(c	)(1)	 	 	7.6	 
	 
	 	(d	)	 	 	7.6	 
	Section 314
	 	(a	)	 	 	4.2, 10.5	 
	 
	 	(b	)	 	 	N/A	 
	 
	 	(c	)(1)	 	 	10.4	 
	 
	 	(c	)(2)	 	 	10.4	 
	 
	 	(c	)(3)	 	 	N/A	 
	 
	 	(d	)	 	 	N/A	 
	 
	 	(e	)	 	 	10.5	 
	 
	 	(f	)	 	 	N/A	 
	Section 315
	 	(a	)	 	 	7.1	 
	 
	 	(b	)	 	 	7.5	 
	 
	 	(c	)	 	 	7.1	 
	 
	 	(d	)	 	 	7.1	 
	 
	 	(e	)	 	 	6.14	 
	Section 316
	 	(a	)	 	 	2.10	 
	 
	 	(a	)(1)(A)	 	 	6.12	 
	 
	 	(a	)(1)(B)	 	 	6.13	 
	 
	 	(b	)	 	 	6.8	 
	Section 317
	 	(a	)(1)	 	 	6.3	 
	 
	 	(a	)(2)	 	 	6.4	 
	 
	 	(b	)	 	 	2.5	 
	Section 318
	 	(a	)	 	 	10.1	 













	*	 	This Cross Reference Table shall not, for any purpose, be deemed to be part
of the Indenture.




iv









 










     Indenture dated as of          , 200   between UNITED COMMUNITY BANKS,
INC., a Georgia corporation (“Company”), and          ,
as trustee (“Trustee”).



     Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.1 Definitions.




     “Additional Amounts” means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
herein or therein and which are owing to such Holders.



     “Affiliate” of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.



     “Agent” means any Registrar, Paying Agent or Service Agent.



     “Authorized Newspaper” means a newspaper in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee shall constitute a sufficient publication of
such notice.



     “Bearer” means anyone in possession from time to time of a Bearer
Security.



     “Bearer Security” means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the
Holder thereof.



     “Board of Directors” means the Board of Directors of the Company or any
duly authorized committee thereof.



     “Board Resolution” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.



     “Business Day” means, unless otherwise provided by Board Resolution,
Officers’ Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in the City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.



     “Capital Stock” means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.



     “Company” means the party named as such above until a successor replaces
it and thereafter means the successor.



1









 





     “Company Order” means a written order signed in the name of the Company by
two Officers, one of whom must be the Company’s principal executive officer,
principal financial officer or principal accounting officer.



     “Company Request” means a written request signed in the name of the
Company by its Chief Executive Officer, the President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.



     “Default” means any event which is, or after notice or passage of time or
both would be, an Event of Default.



     “Depository” means, with respect to the Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities, the
person designated as Depository for such Series by the Company, which
Depository shall be a clearing agency registered under the Exchange Act; and if
at any time there is more than one such person, “Depository” as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.



     “Discount Security” means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.



     “Dollars” and “$” means the currency of The United States of America.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.



     “Global Security” or “Global Securities” means a Security or Securities,
as the case may be, in the form established pursuant to Section 2.2 evidencing
all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee.



     “Holder” or “Securityholder” means a person in whose name a Security is
registered or the holder of a Bearer Security.



     “Indenture” means this Indenture as amended or supplemented, from time to
time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.



     “interest” with respect to any Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.



     “Maturity,” when used with respect to any Security or installment of

principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, or otherwise.



     “Officer” means the Chief Executive Officer, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.



2









 





     “Officers’ Certificate” means a certificate signed by two Officers, one of
whom must be the Company’s principal executive officer, principal financial
officer or principal accounting officer.



     “Opinion of Counsel” means a written opinion of legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.



     “person” means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.



     “principal” of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on, and any Additional Amounts in respect of,
the Security.



     “Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.



     “SEC” means the Securities and Exchange Commission.



     “Securities” means the debentures, notes or other debt instruments of the
Company of any Series authenticated and delivered under this Indenture.



     “Series” or “Series of Securities” means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.1 and
2.2 hereof.



     “Stated Maturity” when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.



     “Subsidiary” of any specified person means any corporation, association or
other business entity of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such person or
one or more of the other Subsidiaries of that person or a combination thereof.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
“TIA” means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.



     “Trustee” means the person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Trustee” shall
mean each person who is then a Trustee hereunder, and if at any time there is
more than one such person, “Trustee” as used with respect to the Securities of
any Series shall mean the Trustee with respect to Securities of that Series.



     “U.S. Government Obligations” means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by The United States of America, and which in the case of
(i) and (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction



3









 





from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligation
evidenced by such depository receipt.



SECTION 1.2 Other Definitions.




	 	 	 	 	 
	Term	 	Defined in Section
	“Bankruptcy Law” 
	 	 	6.1	 
	“Custodian” 
	 	 	6.1	 
	“Event of Default” 
	 	 	6.1	 
	“Legal Holiday” 
	 	 	10.7	 
	“mandatory sinking fund payment” 
	 	 	11.1	 
	“optional sinking fund payment” 
	 	 	11.1	 
	“Paying Agent” 
	 	 	2.4	 
	“Registrar” 
	 	 	2.4	 
	“Service Agent” 
	 	 	2.4	 
	“successor person” 
	 	 	5.1	 







SECTION 1.3 Incorporation by Reference of Trust Indenture Act.




     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:



     “Commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Securityholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company and any successor
obligor upon the Securities.



All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.



SECTION 1.4 Rules Of Construction.




Unless the context otherwise requires:




	(a)	 	a term has the meaning assigned to it;
	 
	(b)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles;
	 
	(c)	 	references to “generally accepted accounting principles” and
“GAAP” shall mean generally accepted accounting principles in effect
as of the time when and for the period as to which such accounting
principles are to be applied;




4









 






	(d)	 	“or” is not exclusive;
	 
	(e)	 	words in the singular include the plural, and in the plural
include the singular; and
	 
	(f)	 	provisions apply to successive events and transactions.





ARTICLE II




THE SECURITIES




SECTION 2.1 Issuable In Series.




     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers’ Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers’ Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution may provide for the method by which specified terms (such as
interest rate, maturity date, record date or date from which interest shall
accrue) are to be determined. Securities may differ between Series in respect
of any matters, provided that all Series of Securities shall be equally and
ratably entitled to the benefits of the Indenture.



SECTION 2.2 Establishment Of Terms Of Series Of Securities.




     At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2.2 through 2.2.21) by or
pursuant to a Board Resolution, and set forth or determined in the manner
provided in a Board Resolution, supplemental indenture or an Officers’
Certificate:



     2.2.1 the title of the Series (which shall distinguish the Securities of
that particular Series from the Securities of any other Series);



     2.2.2 the price or prices (expressed as a percentage of the principal
amount thereof) at which the Securities of the Series will be issued;



     2.2.3 any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the Series
pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);



     2.2.4 the date or dates on which the principal of the Securities of the
Series is payable;



     2.2.5 the rate or rates (which may be fixed or variable) per annum or, if
applicable, the method used to determine such rate or rates (including, but not
limited to, any commodity, commodity index, stock exchange index or financial
index) at which the Securities of the Series shall bear interest, if any, the
date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date;



     2.2.6 the place or places where the principal of and interest, if any, on
the Securities of the Series shall be payable, where the Securities of such
Series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of such



5









 





Series and this Indenture may be served, and the method of such payment, if by
wire transfer, mail or other means;



     2.2.7 if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;



     2.2.8 the obligation, if any, of the Company to redeem or purchase the
Securities of the Series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities
of the Series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;



     2.2.9 the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of
the Holders thereof and other detailed terms and provisions of such repurchase
obligations;



     2.2.10 if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Securities of the Series shall be
issuable;



     2.2.11 the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);



     2.2.12 if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2;



     2.2.13 the provisions, if any, relating to any security provided for the
Securities of the Series;



     2.2.14 any addition to or change in the Events of Default which applies to
any Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 6.2;



     2.2.15 any addition to or change in the covenants set forth in Articles IV
or V which applies to Securities of the Series;



     2.2.16 any other terms of the Securities of the Series (which may modify
or delete any provision of this Indenture insofar as it applies to such
Series); and



     2.2.17 any depositories, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to Securities of such Series if
other than those appointed herein.



     All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture
hereto or Officers’ Certificate referred to above, and the authorized principal
amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers’ Certificate.



SECTION 2.3 Execution and Authentication.




     Two Officers shall sign the Securities for the Company by manual or
facsimile signature.



     If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.



6









 





     A Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.



     The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate, upon
receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from
the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing. Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate.



     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers’ Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.



     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers’ Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.



     The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a
trust committee of directors and/or Vice Presidents shall determine that such
action would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.



     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company.



SECTION 2.4 Registrar and Paying Agent.




     The Company shall maintain, with respect to each Series of Securities, at
the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may
be surrendered for registration of transfer or exchange (“Registrar”) and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served (“Service Agent”). The Registrar shall
keep a register with respect to each Series of Securities and to their transfer
and exchange. The Company will give prompt written notice to the Trustee of the
name and address, and any change in the name or address, of each Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to
maintain any such required Registrar, Paying Agent or Service Agent or shall
fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.



     The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for
such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the name or address of
any such co-registrar,



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additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.



     The Company hereby appoints the Trustee as the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent
or Service Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued.



SECTION 2.5 Paying Agent to Hold Money in Trust.




     The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company
or a Subsidiary of the Company) shall have no further liability for the money.
If the Company or a Subsidiary of the Company acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of Securityholders
of any Series of Securities all money held by it as Paying Agent.



SECTION 2.6 Securityholder Lists.




     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with
TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least ten days before each interest payment date and
at such other times as the Trustee may request in writing a list, in such form
and as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.



SECTION 2.7 Transfer and Exchange.




     Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).



     Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.



SECTION 2.8 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.



8









 





     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.



     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.



     Every new Security of any Series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that Series duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.



SECTION 2.9 Outstanding Securities.




     The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.



     If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.



     If the Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.



     A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.



     In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.2.



SECTION 2.10 Treasury Securities.




     In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company shall be disregarded, except that for the purposes of determining
whether the



9









 





Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Securities of a
Series that the Trustee knows are so owned shall be so disregarded.



SECTION 2.11 Temporary Securities.




     Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.



SECTION 2.12 Cancellation.




     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and deliver such canceled
Securities to the Company, unless the Company otherwise directs; provided that
the Trustee shall not be required to destroy Securities. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.



SECTION 2.13 Defaulted Interest.




     If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 10 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful
manner.



SECTION 2.14 Global Securities.




     2.14.1 Terms Of Securities. A Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depository for such Global Security or Securities.



     2.14.2 Transfer And Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture
for Securities registered in the names of Holders other than the Depository for
such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository registered as a clearing agency under the
Exchange Act within 90 days of such event, (ii) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Global
Security shall be so exchangeable or (iii) an Event of Default with respect to
the Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to
the principal amount of the Global Security with like tenor and terms.



     Except as provided in this Section 2.14.2, a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a



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nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any such nominee to a successor Depository
or a nominee of such a successor Depository.



     2.14.3 Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form:




“This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of
the Depository or a nominee of the Depository. This Security is
exchangeable for Securities registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of
the Depository, by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such a
successor Depository.”



     2.14.4 Acts Of Holders. The Depository, as a Holder, may appoint agents
and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
Holder is entitled to give or take under the Indenture.



     2.14.5 Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.



     2.14.6 Consents, Declaration And Directions. Except as provided in Section
2.14.5, the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement
of the Depository with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.



SECTION 2.15 CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.



ARTICLE III




REDEMPTION




SECTION 3.1 Notice To Trustee.




     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the
Trustee of the redemption date and the principal amount of Series of Securities
to be redeemed. The Company shall give the notice at least 45 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee).



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SECTION 3.2 Selection of Securities to be Redeemed.




     Unless otherwise indicated for a particular Series by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series
that have denominations larger than $1,000. Securities of the Series and
portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2.10, the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption.



SECTION 3.3 Notice of Redemption.




     Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice
of redemption by first-class mail to each Holder whose Securities are to be
redeemed and, if any Bearer Securities are outstanding, publish on one occasion
a notice in an Authorized Newspaper.



     The notice shall identify the Securities of the Series to be redeemed and
shall state:




	(a)	 	the redemption date;
	 
	(b)	 	the redemption price;
	 
	(c)	 	the name and address of the Paying Agent;
	 
	(d)	 	that Securities of the Series called for redemption must be
surrendered to the Paying Agent to collect the redemption price;
	 
	(e)	 	that interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption date;
	 
	(f)	 	the CUSIP number, if any; and
	 
	(g)	 	any other information as may be required by the terms of the
particular Series or the Securities of a Series being redeemed.





     At the Company’s request, the Trustee shall give the notice of redemption
in the Company’s name and at its expense.



SECTION 3.4 Effect of Notice of Redemption.




     Once notice of redemption is mailed or published as provided in Section
3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date, provided
that installments of interest whose Stated Maturity is on or prior to the
redemption date shall be payable to the Holders of such Securities (or one or
more predecessor Securities) registered at the close of business on the
relevant record date therefor according to their terms and the terms of this
Indenture.



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SECTION 3.5 Deposit of Redemption Price.




     On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date.



SECTION 3.6 Securities Redeemed in Part.




     Upon surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security
surrendered.



ARTICLE IV.




COVENANTS




SECTION 4.1 Payment of Principal and Interest.




     The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and
interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.



SECTION 4.2 SEC Reports.




     The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a). Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate).



SECTION 4.3 Compliance Certificate.




     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers’ Certificate stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his/her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he may have knowledge).



     The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event
of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.



SECTION 4.4 Stay, Extension and Usury Laws.




     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the



13









 





performance of this Indenture or the Securities and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.



SECTION 4.5 Corporate Existence.




     Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof is
not adverse in any material respect to the Holders.



SECTION 4.6 Taxes.




     The Company shall pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.



ARTICLE V.




SUCCESSORS




SECTION 5.1 When Company May Merge, Etc.




     The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
person (a “successor person”) unless:




	(a)	 	the Company is the surviving corporation or the successor
person (if other than the Company) is a corporation organized and
validly existing under the laws of any U.S. domestic jurisdiction
and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and
	 
	(b)	 	immediately after giving effect to the transaction, no
Default or Event of Default, shall have occurred and be continuing.





     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers’ Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and any supplemental
indenture comply with this Indenture.



SECTION 5.2 Successor Corporation Substituted.




     Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.



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ARTICLE VI




DEFAULTS AND REMEDIES




SECTION 6.1 Events of Default.




     “Event of Default,” wherever used herein with respect to Securities of any
Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided
that such Series shall not have the benefit of said Event of Default:




	(a)	 	default in the payment of any interest on any Security of
that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such
payment is deposited by the Company with the Trustee or with a
Paying Agent prior to the expiration of such period of 30 days); or
	 
	(b)	 	default in the payment of principal of any Security of that
Series at its Maturity; or
	 
	(c)	 	default in the deposit of any sinking fund payment, when and
as due in respect of any Security of that Series; or
	 
	(d)	 	default in the performance or breach of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty for which the consequences of nonperformance or breach are
addressed elsewhere in this Section 6.1 and other than a covenant or
warranty that has been included in this Indenture solely for the
benefit of Series of Securities other than that Series), which
default continues uncured for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of not less
than a majority in principal amount of the outstanding Securities of
that Series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or
	 
	(e)	 	the Company pursuant to or within the meaning of any
Bankruptcy Law:






	(i)	 	commences a voluntary case,
	 
	(ii)	 	consents to the entry of an order for relief
against it in an involuntary case,
	 
	(iii)	 	consents to the appointment of a Custodian of
it or for all or substantially all of its property,
	 
	(iv)	 	makes a general assignment for the benefit of
its creditors, or
	 
	(v)	 	generally is unable to pay its debts as the
same become due; or






	(f)	 	a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:






	(i)	 	is for relief against the Company in an
involuntary case,
	 
	(ii)	 	appoints a Custodian of the Company or for all
or substantially all of its property, or
	 
	(iii)	 	orders the liquidation of the Company, and the
order or decree remains unstayed and in effect for 60 days;
or





15









 











	(g)	 	any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate, in
accordance with Section 2.2.18.





The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or
State law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.



SECTION 6.2 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(e) or (f)), then in every such case the Trustee or
the Holders of not less than a majority in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall
become immediately due and payable. If an Event of Default specified in Section
6.1(e) or (f) shall occur, the principal amount (or specified amount) of and
accrued and unpaid interest, if any, on all outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.



     At any time after such a declaration of acceleration with respect to any
Series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the outstanding Securities of
that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with
respect to Securities of that Series, other than the non-payment of the
principal and interest, if any, of Securities of that Series which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.



     No such rescission shall affect any subsequent Default or impair any right consequent thereon.



SECTION 6.3 Collection Of Indebtedness And Suits For Enforcement By Trustee.




     The Company covenants that if:




	(a)	 	default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or
	 
	(b)	 	default is made in the payment of principal of any Security
at the Maturity thereof, or
	 
	(c)	 	default is made in the deposit of any sinking fund payment
when and as due by the terms of a Security,





then, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on
such Securities for principal and interest and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue principal
and any overdue interest at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.



     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same



16









 





against the Company or any other obligor upon such Securities and collect the
moneys adjudged or deemed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.



     If an Event of Default with respect to any Securities of any Series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such Series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.



SECTION 6.4 Trustee May File Proofs Of Claim.




     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, (a) to file and
prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and (b) to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.7.



     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.



SECTION 6.5 Trustee May Enforce Claims Without Possession Of Securities.




     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.



SECTION 6.6 Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:



     First: To the payment of all amounts due the Trustee under Section 7.7;
and



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     Second: To the payment of the amounts then due and unpaid for principal of
and interest on the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal
and interest, respectively; and



     Third: To the Company.



SECTION 6.7 Limitation On Suits.




     No Holder of any Security of any Series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:




	(a)	 	such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that Series;
	 
	(b)	 	the Holders of at least a majority in principal amount of the
outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;
	 
	(c)	 	such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;
	 
	(d)	 	the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	(e)	 	no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that
Series;





it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.



SECTION 6.8 Unconditional Right of Holders to Receive Principal and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the redemption date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.



SECTION 6.9 Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.



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SECTION 6.10 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.



SECTION 6.11 Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.



SECTION 6.12 Control by Holders.




     The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such Series, provided that:




	(a)	 	such direction shall not be in conflict with any rule of law
or with this Indenture,
	 
	(b)	 	the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and
	 
	(c)	 	subject to the provisions of Section 6.1, the Trustee shall
have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer of the
Trustee, determine that the proceeding so directed would involve the
Trustee in personal liability.





SECTION 6.13 Waiver Of Past Defaults.




     The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default (i) in the payment of the
principal of or interest on any Security of such Series (provided, however,
that the Holders of a majority in principal amount of the outstanding
Securities of any Series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration) or
(ii) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each outstanding Security of such
Series affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.



SECTION 6.14 Undertaking For Costs.




     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of



19









 





such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date).



ARTICLE VII.




TRUSTEE




SECTION 7.1 Duties of Trustee.





	(a)	 	If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
	 
	(b)	 	Except during the continuance of an Event of Default:






	(i)	 	The Trustee need perform only those duties that
are specifically set forth in this Indenture and no others.
	 
	(ii)	 	In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the requirements
of this Indenture; however, in the case of any such Officers’
Certificates or Opinions of Counsel which by any provisions
hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine such Officers’
Certificates and Opinions of Counsel to determine whether or
not they conform to the requirements of this Indenture.






	(c)	 	The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own
willful misconduct, except that:






	(i)	 	This paragraph does not limit the effect of
paragraph (b) of this Section.
	 
	(ii)	 	The Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.
	 
	(iii)	 	The Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by it
with respect to Securities of any Series in good faith in
accordance with the direction of the Holders of a majority in
principal amount of the outstanding Securities of such Series
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such
Series.






	(d)	 	Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraph (a), (b) and (c) of this
Section.




20









 






	(e)	 	The Trustee may refuse to perform any duty or exercise any
right or power at the request or direction of any Holder unless it
receives indemnity satisfactory to it against any loss, liability or
expense.






	(f)	 	The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.
	 
	(g)	 	No provision of this Indenture shall require the Trustee to
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk
is not reasonably assured to it.
	 
	(h)	 	The Paying Agent, the Registrar and any authenticating agent
shall be entitled to the protections, immunities and standard of
care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.





SECTION 7.2 Rights of Trustee.





	(a)	 	The Trustee may rely on and shall be protected in acting or
refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the
document.
	 
	(b)	 	Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance
on such Officers’ Certificate.
	 
	(c)	 	The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed
with due care. No Depository shall be deemed an agent of the Trustee
and the Trustee shall not be responsible for any act or omission by
any Depository.
	 
	(d)	 	The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or
within its rights or powers, provided that the Trustee’s conduct
does not constitute negligence or bad faith.
	 
	(e)	 	The Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder without negligence and in good
faith and in reliance thereon.
	 
	(f)	 	The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders of Securities unless such Holders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction.
	 
	(g)	 	The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder without negligence and in
good faith and in reliance thereon.
	 
	(h)	 	The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request,




21









 






	 	 	direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.
	 
	(i)	 	The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references
the Securities generally or the Securities of a particular Series
and this Indenture.





SECTION 7.3 Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee is also
subject to Sections 7.10 and 7.11.



SECTION 7.4 Trustee’s Disclaimer.




     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company’s use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.



SECTION 7.5 Notice Of Defaults.




     If a Default or Event of Default occurs and is continuing with respect to
the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of
that Series and, if any Bearer Securities are outstanding, publish on one
occasion in an Authorized Newspaper, notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible Officer of the
Trustee has knowledge of such Default or Event of Default. Except in the case
of a Default or Event of Default in payment of principal of or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as
its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.



SECTION 7.6 Reports by Trustee to Holders.




     Within 60 days after May 15 in each year, the Trustee shall transmit by
mail to all Securityholders, as their names and addresses appear on the
register kept by the Registrar and, if any Bearer Securities are outstanding,
publish in an Authorized Newspaper, a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313.



     A copy of each report at the time of its mailing to Securityholders of any
Series shall be filed with the SEC and each stock exchange on which the
Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange.



SECTION 7.7 Compensation and Indemnity.




     The Company shall pay to the Trustee from time to time compensation for
its services as the Company and the Trustee shall from time to time agree upon
in writing. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee’s agents and counsel.



22









 





     The Company shall indemnify each of the Trustee and any predecessor
Trustee (including the cost of defending itself) against any loss, liability or
expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it except as set forth in
the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have one separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the
Trustee.



     The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.



     To secure the Company’s payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of and interest on particular Securities of that Series.



     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.



     The provisions of this Section shall survive the termination of this Indenture.



SECTION 7.8 Replacement of Trustee.




     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.



     The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of one or more Series if:




	(a)	 	the Trustee fails to comply with Section 7.10;
	 
	(b)	 	the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any
Bankruptcy Law;
	 
	(c)	 	a Custodian or public officer takes charge of the Trustee or
its property; or
	 
	(d)	 	the Trustee becomes incapable of acting.





     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



     If a successor Trustee with respect to the Securities of any one or more
Series does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least a
majority in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.



23









 





     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.



SECTION 7.9 Successor Trustee by Merger, Etc.




     If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.



SECTION 7.10 Eligibility; Disqualification.




     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b).



SECTION 7.11 Referential Collection of Claims Against Company.




     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.



ARTICLE VIII.




SATISFACTION AND DISCHARGE; DEFEASANCE




SECTION 8.1 Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 8.1), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when




	(a)	 	either:






	(i)	 	all Securities theretofore authenticated and
delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or
	 
	(ii)	 	all such Securities not theretofore delivered
to the Trustee for cancellation (1) have become due and
payable, or(2) will become due and payable at their Stated
Maturity within one year, or (3) are to be called for
redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company;and
the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount
sufficient for the purpose of paying and discharging the
entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and
interest to the date of such




24









 






	 	 	deposit (in the case of Securities which have become due
and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;






	(b)	 	the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
	 
	(c)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.





Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall
survive.



SECTION 8.2 Application of Trust Funds; Indemnification.





	(a)	 	Subject to the provisions of Section 8.5, all money deposited
with the Trustee pursuant to Section 8.1, all money and U.S.
Government Obligations or Foreign Government Obligations deposited
with the Trustee pursuant to Section 8.3 or 8.4 and all money
received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant
to Section 8.3 or 8.4, shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (other
than the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments
or analogous payments as contemplated by Sections 8.3 or 8.4.
	 
	(b)	 	The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited
pursuant to Sections 8.3 or 8.4 or the interest and principal
received in respect of such obligations other than any payable by or
on behalf of Holders.
	 
	(c)	 	The Trustee shall deliver or pay to the Company from time to
time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections
8.3 or 8.4 which, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be
deposited for the purpose for which such U.S. Government Obligations
or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee
of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture.





SECTION 8.3 Legal Defeasance of Securities of any Series.




     Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.20, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall
no longer be in effect (and the Trustee, at the expense of the Company, shall,
at Company Request, execute proper instruments acknowledging the same), except
as to:



25









 






	(a)	 	the rights of Holders of Securities of such Series to
receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each installment of principal of
and interest on the outstanding Securities of such Series on the
Stated Maturity of such principal or installment of principal or
interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such Series on the day on which such
payments are due and payable in accordance with the terms of this
Indenture and the Securities of such Series;
	 
	(b)	 	the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3, and 8.5;
and
	 
	(c)	 	the rights, powers, trust and immunities of the Trustee
hereunder; provided that, the following conditions shall have been
satisfied:
	 
	(d)	 	the Company shall have deposited or caused to be irrevocably
deposited (except as provided in Section 8.2(c)) with the Trustee as
trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely
to the benefit of the Holders of such Securities, cash in Dollars
and/or U.S. Government Obligations, which through the payment of
interest and principal in respect thereof in accordance with their
terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day
before the due date of any payment of money, an amount in cash,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each
installment of principal of and interest, if any, on and any
mandatory sinking fund payments in respect of all the Securities of
such Series on the dates such installments of interest or principal
and such sinking fund payments are due;
	 
	(e)	 	such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;
	 
	(f)	 	no Default or Event of Default with respect to the Securities
of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such
date;
	 
	(g)	 	the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to
Federal income tax on the same amounts and in the same manner and at
the same times as would have been the case if such deposit,
defeasance and discharge had not occurred;
	 
	(h)	 	the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of the Securities of such
Series over any other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors of
the Company; and
	 
	(i)	 	the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance
contemplated by this Section have been complied with.





26









 










SECTION 8.4 Covenant Defeasance.




     Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20
to be inapplicable to Securities of any Series, on and after the 91st day after
the date of the deposit referred to in subparagraph (a) hereof, the Company may
omit to comply with respect to the Securities of any Series with any term,
provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.6, and 5.1 as
well as any additional covenants specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.2.20 (and the failure to comply with any such
covenants shall not constitute a Default or Event of Default with respect to
such Series under Section 6.1) and the occurrence of any event specified in a
supplemental indenture for such Series of Securities or a Board Resolution or
an Officers’ Certificate delivered pursuant to Section 2.2.18 and designated as
an Event of Default shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series, provided that the
following conditions shall have been satisfied:




	(a)	 	With reference to this Section 8.4, the Company has deposited
or caused to be irrevocably deposited (except as provided in Section
8.2(c)) with the Trustee as trust funds in trust for the purpose of
making the following payments specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such
Securities, cash in Dollars and/or U.S. Government Obligations,
which through the payment of interest and principal in respect
thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment
of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge each installment of principal
of and interest, if any, on and any mandatory sinking fund payments
in respect of the Securities of such Series on the dates such
installments of interest or principal and such sinking fund payments
are due;
	 
	(b)	 	Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;
	 
	(c)	 	No Default or Event of Default with respect to the Securities
of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such
date;
	 
	(d)	 	The Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities of such Series
will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and covenant defeasance and
will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred; and
	 
	(e)	 	The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the covenant
defeasance contemplated by this Section have been complied with.





SECTION 8.5 Repayment to Company.




     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.



27









 





ARTICLE IX.




AMENDMENTS AND WAIVERS




SECTION 9.1 Without Consent of Holders.




     The Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any Securityholder:




	(a)	 	to cure any ambiguity, defect or inconsistency;
	 
	(b)	 	to comply with Article V;
	 
	(c)	 	to provide for uncertificated Securities in addition to or in
place of certificated Securities;
	 
	(d)	 	to make any change that does not adversely affect the rights
of any Securityholder;
	 
	(e)	 	to provide for the issuance of and establish the form and
terms and conditions of Securities of any Series as permitted by
this Indenture;
	 
	(f)	 	to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of
one or more Series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee;
or
	 
	(g)	 	to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA.





SECTION 9.2 With Consent of Holders.




     The Company and the Trustee may enter into a supplemental indenture with
the written consent of the Holders of at least a majority in principal amount
of the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series), for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal
amount of the outstanding Securities of any Series by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange
offer for the Securities of such Series) may waive compliance by the Company
with any provision of this Indenture or the Securities with respect to such
Series.



     It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.



SECTION 9.3 Limitations.




     Without the consent of each Securityholder affected, an amendment or waiver may not:



28









 






	(a)	 	reduce the amount of Securities whose Holders must consent to
an amendment, supplement or waiver;
	 
	(b)	 	reduce the rate of or extend the time for payment of interest
(including default interest) on any Security;
	 
	(c)	 	reduce the principal or change the Stated Maturity of any
Security or reduce the amount of, or postpone the date fixed for,
the payment of any sinking fund or analogous obligation;
	 
	(d)	 	reduce the principal amount of Discount Securities payable
upon acceleration of the maturity thereof;
	 
	(e)	 	waive a Default or Event of Default in the payment of the
principal of or interest, if any, on any Security (except a
rescission of acceleration of the Securities of any Series by the
Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment
default that resulted from such acceleration);
	 
	(f)	 	make the principal of or interest, if any, on any Security
payable in any currency other than that stated in the Security;
	 
	(g)	 	make any change in Sections 6.8, 6.13, or 9.3 (this
sentence); or
	 
	(h)	 	waive a redemption payment with respect to any Security.





SECTION 9.4 Compliance With Trust Indenture Act.




     Every amendment to this Indenture or the Securities of one or more Series
shall be set forth in a supplemental indenture hereto that complies with the
TIA as then in effect.



SECTION 9.5 Revocation and Effect of Consents.




     Until an amendment is set forth in a supplemental indenture or a waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before
the date of the supplemental indenture or the date the waiver becomes
effective.



     Any amendment or waiver once effective shall bind every Securityholder of
each Series affected by such amendment or waiver unless it is of the type
described in any of clauses (a) through (h) of Section 9.3. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security.



SECTION 9.6 Notation on or Exchange of Securities.




     The Trustee may place an appropriate notation about an amendment or waiver
on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the amendment or waiver.



29









 





SECTION 9.7 Trustee Protected.




     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 7.1) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.



ARTICLE X.




MISCELLANEOUS




SECTION 10.1 Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required or deemed to be included in this Indenture
by the TIA, such required or deemed provision shall control.



SECTION 10.2 Notices.




     Any notice or communication by the Company or the Trustee to the other, or
by a Holder to the Company or the Trustee, is duly given if in writing and
delivered in person or mailed by first-class mail:




	 	 	 
	 	if to the Company:



United Community Banks, Inc.

63 Highway 515

Blairsville, Georgia 30514

Attention: Thomas C. Gilliland

Telephone: (706) 745-2151

Facsimile: (706) 745-9046

	 
	 	if to the Trustee:
	 
	 	

	 	

	 	

	 	Attention:
	 	Telephone:     (   )
	 	 	

	 	Facsimile:      (   )
	 	 	









The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.



     Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar
and, if any Bearer Securities are outstanding, published in an Authorized
Newspaper. Failure to mail a notice or communication to a Securityholder of any
Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series.



     If a notice or communication is mailed or published in the manner provided
above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.



     If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same time.



30









 





SECTION 10.3 Communication by Holders with Other Holders.




     Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series
or all Series. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).



SECTION 10.4 Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:




	(a)	 	an Officers’ Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with;
and
	 
	(b)	 	an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.





SECTION 10.5 Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:




	(a)	 	a statement that the person making such certificate or
opinion has read such covenant or condition;
	 
	(b)	 	a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
	 
	(c)	 	a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
	 
	(d)	 	a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.





SECTION 10.6 Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.



SECTION 10.7 Legal Holidays.




     Unless otherwise provided by Board Resolution, Officers’ Certificate or
supplemental indenture hereto for a particular Series, a “Legal Holiday” is any
day that is not a Business Day. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening
period.



SECTION 10.8 No Recourse Against Others.




     A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting
a Security



31









 





waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.



SECTION 10.9 Counterparts.




     This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.



SECTION 10.10 Governing Laws.




     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



SECTION 10.11 No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.



SECTION 10.12 Successors.




     All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.



SECTION 10.13 Severability.




     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



SECTION 10.14 Table of Contents, Headings, Etc.




     The Table of Contents, Cross-Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.



ARTICLE XI




SINKING FUNDS




SECTION 11.1 Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for
the retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.



     The minimum amount of any sinking fund payment provided for by the terms
of the Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of
such Series is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any Series as provided for by the terms of the Securities of such Series.



32









 





SECTION 11.2 Satisfaction Of Sinking Fund Payments With Securities.




     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Company or redeemed either at
the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of
permitted optional sinking fund payments or other optional redemptions pursuant
to the terms of such Securities, provided that such Securities have not been
previously so credited. Such Securities shall be received by the Trustee,
together with an Officers’ Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting
Securities for redemption, and shall be credited for such purpose by the
Trustee at the price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Securities
in lieu of cash payments pursuant to this Section 11.2, the principal amount of
Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of
such Series for redemption, except upon receipt of a Company Order that such
action be taken, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon
receipt of a Company Order pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that Series purchased by the Company having an
unpaid principal amount equal to the cash payment required to be released to
the Company.



SECTION 11.3 Redemption Of Securities For Sinking Fund.




     Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers’ Certificate in respect of a particular
Series of Securities) prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of
Securities) before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	Attest:
	 
	 	 	 	 	 	 
	 	 	UNITED COMMUNITY BANKS, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	

	

	 	Name:	 	 	 	 
	

	 	Its:	 	 	 	 







33









 






	 	 	 	 	 	 	 
	 	 	Attest:
	 
	 	 	 	 	 	 
	 	 	[TRUSTEE]
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	

	

	 	Name:	 	 	 	 
	

	 	Its:	 	 	 	 








34